UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant To Section 13 Or 15(d) Of
                       The Securities Exchange Act Of 1934


        Date of report (Date of earliest event reported): February 24, 2004
                                                          -----------------


                        TRI-COUNTY FINANCIAL CORPORATION
          -------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


           Maryland                    0-18279                 52-1652138
-------------------------------  --------------------   ------------------------
(State or Other Jurisdiction of       (Commission            (I.R.S. Employer
 Incorporation or Organization         File Number          Identification No.)



                 3035 Leonardtown Road, Waldorf, Maryland 20601
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



       Registrant's telephone number, including area code: (301) 645-5601
                                                           --------------

                                 Not applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




ITEM 5.  OTHER EVENTS AND REQUIRED REGULATION FD DISCLOSURE
-----------------------------------------------------------

     On  February  4,  2004,  the Board of  Directors  of  Tri-County  Financial
Corporation  (the  "Corporation")  approved an annual cash  dividend of $.70 per
share on the  Corporation's  common stock.  The cash dividend will be payable on
April 12, 2004 to stockholders of record as of March 22, 2004.

     The Board of Directors  determined  that the payment of a cash dividend was
appropriate  in light of the  Corporation's  financial  condition and results of
operations. The future payment of dividends by the Corporation is dependent upon
its future  earnings,  which are  subject to  certain  risks and  uncertainties,
including  changes in economic  conditions  in the  Corporation's  market  area,
changes in policies by  regulatory  agencies,  fluctuations  in interest  rates,
demand for loans in the Corporation's market area, and competition.

     Tri-County Financial  Corporation is the bank holding company for Community
Bank of Tri-County,  which conducts business through its main office in Waldorf,
Maryland,  and seven branch  offices in Bryans Road,  Dunkirk,  Leonardtown,  La
Plata, Charlotte Hall and Lexington Park, Maryland.

     This report contains  certain  forward-looking  statements made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995. Such statements are subject to certain risks and  uncertainties  including
changes in economic  conditions  in the  Corporation's  market area,  changes in
policies by regulatory agencies,  fluctuations in interest rates, loan demand in
the  Corporation's  market area, and competition that could cause actual results
to differ materially from historical earnings and those presently anticipated or
projected. The Corporation wishes to caution readers not to place undue reliance
on any such forward-looking statements, which reflect management's analysis only
as the date made. The Corporation  does not undertake any obligation to publicly
revise these forward-looking  statements to reflect events or circumstances that
arise after the date of such statements.



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                       TRI-COUNTY FINANCIAL CORPORATION



Date:    February 24, 2004          By:/s/ Michael L. Middleton
                                       ----------------------------------------
                                       Michael L. Middleton
                                       President
                                       (Duly Authorized Representative)